BANNERMAN ENERGY LTD — Capital/Financing Update 2016

Dec 21, 2016

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STOCK EXCHANGE ANNOUNCEMENT 22 December 2016

The Manager ASX Market Announcements Australian Securities Exchange Level 40, Central Park 152-158 St Georges Terrace Perth WA 6000

Dear Sir or Madam

Issue of Performance Rights and Options, Cancellation of Unlisted Performance Rights

Bannerman Resources Limited (“ Bannerman ”) wishes to advise that, further to the announcement dated 24 November 2016, the following securities have now been issued:

• 24,000,700 unlisted performance rights will be granted on the following key terms in accordance with the EIP as approved by shareholders on 24 November 2016. 984,300 of these unlisted performance rights were additional performance rights issued post the announcement of 24 November 2016.

• 19,598,200 Non-Executive Director Options will be granted in accordance with the terms of the NEDSIP approved by shareholders on 25 July 2016.

Bannerman also wishes to advise that 1,498,349 unlisted employee performance rights have, pursuant to the terms of the EIP, been forfeited and cancelled following non-satisfaction of the relevant performance criteria. Details of the unlisted performance rights are as follows:

ed performance	rights are as follows:
Code	Vesting Date	No. of Performance Rights
BMNAAM	15 November 2017	1,075,049
BMNAAM	15 November 2018	423,300

In accordance with the ASX Listing Rules, an Appendix 3B is attached which confirms the issue of additional performance rights referred to above.

Yours faithfully

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Robert Dalton Company Secretary

For further information please contact:

Brandon Munro Robert Dalton Spyros Karellas Chief Executive Officer Financial Controller Investor Relations Perth, Western Australia Perth, Western Australia Toronto, Ontario, Canada Tel: +61 (8) 9381 1436 Tel: +61 (8) 9381 1436 Tel: +1 416 433 5696 info@bannermanresources.com.au info@bannermanresources.com.au spyros@pinnaclecapitalmarkets.ca

www.bannermanresources.com

BANNERMAN RESOURCES LIMITED ABN 34 113 017 128 Corporate Office Unit 1 ■ 2 Centro Avenue ■ Subiaco Western Australia 6008 Post PO Box 1973 ■ Subiaco Western Australia 6904 T +61 8 9381 1436 F +61 8 9381 1068

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

BANNERMAN RESOURCES LIMITED

ABN

34 113 017 128

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

• 1 +Class of +securities issued or to be issued

Performance Rights (Unlisted)

• 2 Number of[+] securities issued or to be issued (if known) or maximum number which may 984,300 be issued

• 3 Principal terms of the[+] securities (e.g. if options, exercise price and expiry date; if Performance Rights will be granted on the partly paid +securities, the amount following key terms in accordance with the outstanding and due dates for payment; if Employee Incentive Plan as approved by + shareholders on 24 November 2016: convertible securities, the conversion price

• and dates for conversion) (i) 234,300 Performance Rights granted with a vesting date of 15 November 2016, subject to the holder continuing to provide services to the Company.

• (ii) 750,000 Performance Rights granted with a vesting date of 1 July 2017, subject to the holder continuing to provide services to the Company.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

To the extent that the performance criteria for any of the Performance Rights are not satisfied, the Performance Rights will lapse and be cancelled.

Each holder of Performance Rights is entitled to one ordinary fully paid share for each Performance Right that vests.

There is no consideration payable upon the grant or vesting of Performance Rights.

In case of a change of control, Performance Rights that remain subject to a vesting condition immediately vest.

• 4 Do the[+] securities rank equally in all respects from the[+] issue date with an existing[+] class of quoted[+] securities?

If the additional[+] securities do not rank equally, please state:

No – Upon vesting of the Performance Rights into ordinary shares, the allotted and issued shares will rank equally in all respects with the existing class of quoted ordinary fully paid shares.

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 5 Issue price or consideration

Nil

• 6 Purpose of the issue Performance Rights issued to attract, retain (If issued as consideration for the and incentivise employees and service acquisition of assets, clearly identify those providers. assets)

• 6a Is the entity an[+] eligible entity that has obtained security holder approval under rule 7.1A?

Yes

If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	24 November 2016	24 November 2016
	n/a
	n/a
	n/a
	984,300 (issued under Exception 9(b) of rule 7.2)
	n/a
	n/a
	Listing Rule 7.1 capacity: Listing Rule 7.1A capacity: Total (see Annexure 1)	503,901 54,361,361 54,865,262
	21 December 2016

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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----- Start of picture text -----

Number +Class
8 Number and [+] class
of all [+] securities 832,210,955 Fully Paid Ordinary
quoted on ASX Shares (ASX:BMN)
( including the
+securities in
section 2 if
applicable)
Number +Class
9 Number and [+] class
of all [+] securities not OPTIONS
quoted on ASX 3,664,400 A$0.089 Options expiring 15 November 2017 (BMNAN)
( including the 7,846,000 A$0.044 Options expiring 15 November 2018 (BMNAN)
securities in section
7,500,000 A$0.045 Options expiring 25 July 2019 (BMNAN)
2 if applicable)
9,000,000 A$0.057 Options expiring 25 July 2019 (BMNAN)
9,000,000 A$0.07 Options expiring 25 July 2019 (BMNAN)
19,598,200 A$0.042 Options expiring 15 November 2019 (BMNAN)
56,608,600 Total Options on issue
PERFORMANCE/SHARE RIGHTS
500,000 Performance Rights vesting 1 January 2017
250,000 Performance Rights vesting 1 March 2017
250,000 Performance Rights vesting 1 June 2017
750,000 Performance Rights vesting 1 July 2017
6,623,793 Performance Rights vesting 15 November 2017
12,540,500 Performance Rights vesting 15 November 2018
17,741,800 Performance Rights vesting 15 November 2019
38,656,093 Total Performance and Share Rights on issue (BMNAAM)
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10 Dividend policy (in the case of a No change trust, distribution policy) on the increased capital (interests)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

• (b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of[+] securities for which n/a +quotation is sought

39 +Class of +securities for which n/a quotation is sought

• See chapter 19 for defined terms.

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40 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted +securities? If the additional+securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

n/a

41 Reason for request for quotation n/a now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security) Number +Class 42 Number and +class of all n/a +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: ............................................................ Date: 22 December 2016 (Company secretary)

Robert Dalton

Print name: .........................................................

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• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

• Insert number of fully paid[+] ordinary 400,486,095 securities on issue 12 months before the + issue date or date of agreement to issue Add the following: • Number of fully paid[+] ordinary securities 303,448,093 issued in that 12 month period under an exception in rule 7.2

• • Number of fully paid[+] ordinary securities 11,136,901 issued in that 12 month period with shareholder approval

• Number of partly paid[+] ordinary securities that became fully paid in that 12 month period

• Note: • Include only ordinary securities here – other classes of equity securities cannot be added

• • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• Subtract the number of fully paid[+] ordinary 0 securities cancelled during that 12 month period “A” 715,071,089

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 107,260,663

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	107,260,663
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	106,756,762
“C”	106,756,762
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	107,260,663
Subtract“C” Note: number must be same as shown in Step 3	106,756,762
Total[“A” x 0.15] – “C”	503,901 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 715,071,089 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10

Note: this value cannot be changed Multiply “A” by 0.10 71,507,109

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued 17,145,748 or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• It may be useful to set out issues of securities on different dates as separate line items

• “E” 17,145,748

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	71,507,109
Subtract“E” Note: number must be same as shown in Step 3	17,145,748
Total[“A” x 0.10] – “E”	54,865,262 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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